2 broke girls: And The Cold Winter Night
by ThoughtsRoam
Summary: It's a cold night in New York. What're two broke girls to do? Maxoline
1. Chapter 1

**2 broke girls: And The Cold Winter Night. Part 1**

(A/N: this is the first fan fiction I ever wrote, and certainly the first work I wrote with this kind of language. I ship Maxoline until I die. Please tell me your thoughts on this, as it'll be greatly appreciated. This work is what I call a "coin" story. Meaning that there's another side to it. I'll post it later. Sorry about the long note, sorry the story is short. Please check out my blog if you like this. Enjoy!)

Max was lying in her bed, wrapped in a thick blanket to keep warm. It was freezing in the apartment as they couldn't pay the heating that month.

She lay there shivering when she heard her door click open, her hand made its way to the knife that's under her pillow. Caroline walked in her room. Her grip on her knife released.  
"Hey" she said

"Hey" Caroline said back.

"Can't sleep?"

"No! It's freezing in there!" She whined. She was shivering in those stupid Eiffel Tower pajamas that Max secretly loved.

"Can I please sleep in here with you?" She begged Max. Max knew if she said no that she'd keep whining.

"Sure, hop in" she agreed. Caroline eagerly got under the covers as Max moved over. They were laying there for a few minutes in silence when suddenly Max felt two ice blocks on her stomach.  
Caroline had wrapped her hands around her.

"Umm, mind telling me what you think you're doing?" Max asked regarding the hands on her body.

"Oh you can steal makeup but I can't steal a little body heat? C'mon Max my hands are freezing!" She complained right in her ear.

"Alright, God you're whiny tonight! Even after I let you sleep with me." Max like always caved in to Caroline's wishes. She let her hands stay on her stomach.

Despite the frigid temperature Max was feeling warm in her face, Caroline's hands on her gave Max a certain tightness in the chest and kept putting certain images in her mind that she tried to block out.

Caroline's hands slowly crept under Max's shirt. She gasped softly as the slightly cold hand made its way up past her belly button. Before Max could protest Caroline shushed her quietly.

"Relax, just stealing a little warmth" she cooed. Her hands caused Max to get goose bumps. She started to press her body against Max's, causing her to blush furiously.

Caroline's hand continued to creep up to Max's bra.

"Oh that's right you wear this silly thing to bed. Well that's okay" she whispered softy. She nibbled on Max's ear as her hand went under her bra.  
Max moaned softly as Caroline's finger traced its way around her nipple.

"Caroline, stop. We can't-" Max had started to say. She was interrupted by Caroline by pinching her nipple.

"It's ok; I've seen the way you've been looking at me lately. This is what you want right?" She kissed the back of Max's neck.

"It's the same way I've been looking at you too." Her other hand started to descend down into Max's pants.

"I've wanted you for a long time Max, I wanted this and I know you do too." Her hand was in Max's underwear, slowly making its way to its destination. Max was frozen with the realization of what's happening.

She let Caroline continue the journey of her body. She couldn't believe that this was finally happening. Her breath hitched as Caroline's fingers had found their mark inside of Max.

Caroline kept softly kissing the back of Max's neck. That with the combined pleasure of Caroline tugging, pinching at her nipples and exploring her insides; Max started to moan louder and louder.

"Oh God! Oh God!" she yelled as Caroline reached deeper inside her now tightening crevice. She wasn't sure when she did it but Caroline had undone her bra.

She hopped on top of her. As Caroline sat on her waist, Max felt butterflies in her stomach looking at her.

"I love you Caroline Channing" she admitted. Caroline leaned forward, her face a few inches from Max's.

"I love you Max Black" she said slowly moving her lips towards her. Just before she could get to feel those soft pink lips on hers, Max's alarm went off.

She woke up alone in her bed, with her hand in her pants and in her shirt. She slammed the snooze button with her less filthy hand. She lay back on her bed and closed her eyes.

She felt a strange mixture of arousal, disappointment and shame. Aroused from her dream, disappointed that it didn't last longer, and ashamed that she dreamt of Caroline like that…again

End part 1


	2. Chapter 2

Two days after Max's recurring dream of Caroline, it was a chilly morning as the girls got their day started.

"Oh God!" Caroline said out loud while Max zipped up a thick coat over her multiple layers and over her two great assets. She walked into the living room, Caroline was on the laptop looking at the weather report.

"It's supposed to be at least eight degrees today, and it's going to snow later." she closed the laptop and continued to get dressed. She wore a black thermal undershirt that honestly wasn't very flattering, but the way it hugged Caroline's slender form still drew Max's eye. She quickly traced her outline, cleared her throat and searched for her gloves.

"Wow that's almost as cold as my heart." Max joked so as to distract her roommate, hoping she wouldn't notice her staring at getting dressed. She looked over as Caroline was chuckling and had bent over to put on her pants. Her long legs were wrapped in tight matching thermal underwear. She audibly gulped as her eyes landed on Caroline's butt. She felt cheeks warm up as the flood of dirty images crashed into her mind; one of which involved spanking.

She shook the thoughts out of her head and picked up her gloves that were on the floor for some reason.

"Okay, so" Caroline now fully dressed for the harsh conditions outside.

"You want the directions or should I?" She asked Max.

"You know I can't read" she smirked back, still pushing her true thoughts out. Caroline as per usual just rolled her eyes and chuckled it off. She grabbed the paper with the directions and opened the door for Max who held the three dozen beer batter bacon cupcakes for delivery.

"I can't believe some fat ass in the East Village wants cupcakes in this weather." Max openly expressed her disbelief as they walked out the door.

"Well we need that fat ass's money" Caroline explained

The train ride over was uneventful as far as those go. It mainly consisted of Max stealing looks at Caroline, who stood in front of her while she was sitting. Caroline seemed otherwise preoccupied with other thoughts so she didn't notice her roommate staring at her… hopefully. She prayed that she didn't notice her blushing. Their stop came and they got off. Despite the weather, Manhattan was busy as always.

It was difficult to carry three boxes of cupcakes through hundreds of people making their way elsewhere. But Max was kinda glad about it. She needed something to distract her; otherwise her eyes would be glued to Caroline's butt. After bumping into countless hardworking businessmen who should be with their families and weaving through pretentious artists, they finally arrived to their destination.

Some lofty apartment owned by; as Max said earlier, was a heavy man. He stood at 6ft tall and was at around 250 pounds. The door of his penthouse was altered to compensate for his size. He had to be in his forties and he had a strange accent that Max couldn't be bothered to place as she couldn't stop thinking about Caroline. The man pulled out their money from his silk bathrobe and put it in Caroline's hand in a sweaty handshake and disappeared back into his apartment for what Max guessed would be short work.

They started to walk back to the train station. Max had to keep fighting the urge to grab Caroline in places that were too indecent to consider in public. While trying to push out the thought of plunging her hands into Caroline's pants, Max suddenly heard.

"Caroline Channing?!" A voice called out.

"Scott Belvedere?!" Caroline replied back to the man. Max couldn't help but feel a twang of jealousy. _Who the hell is Scott Belvedere?_ She thought to herself. She turned to see the body attached to the voice. An older man walked out of a café that they just walked by. He was in his late fifties with salt and pepper hair. He was dressed like in formal casual attire with an apron tied around his waist. He and Caroline hugged warmly, only furthering Max's jealousy.

They broke apart and smiled at each other.

"Max," she regarded the man.

"This is Scott; he owns and runs this café. My friends use to come here all the time." Her smile filled with nostalgia. Max relaxed a little when she realized their relationship wasn't romantic.

"Oh Caroline," Scott started to say.

"It's so nice to see you after all these years!" He seemed thrilled to see her.

"I heard what happened to your father, such a shame really. Oh well, no use reliving the past. I have to get back to the shop, but how about I get you and your friend here some of my famous hot chocolate? On the house of course! For the good times we shared." He offered.

"Oh that would be great Scott," Caroline turned to Max.

"Scott makes the best hot chocolate!" Her smile was infectious and it spread to Max's face.

"Oh alright, sounds great" she managed to say over Caroline's enthusiasm.

"Can we sit out here?" Caroline asked Max more than she did Scott. She gestured to the seats outside.

"Fine" Max tried to say in a way that made it seem that she didn't want to, so that she could hide how overjoyed she was about sitting with Caroline. They both sat down facing each other. Scott walked back into his café to make the cocoa.

"Max, are you feeling okay? You haven't said much this whole time. You didn't even make a joke about how I use to "come" here" Caroline frowned at Max's lack of usual sardonic humor. Her brain on delay she muttered.

"Oh! Yeah I uhh, just got some things on my mind is all" she tried to assure Caroline.

"Things like what?" She asked leaning more towards Max now. /you/ Max fought back to say.

"Oh nothing just stupid stuff, like if that one guy I slept with really was famous or not" Max lied. Caroline seemed to take the bait though. She leaned back in her seat.

"Here you go," Scott walked of his shop and placed the two drinks down on the table.

"And remember Caroline, you and your friend can always come here. After all your family has done for me." Scott said before he left back to run his shop.

"My dad was the one who gave him the start up money" Caroline explained to Max. She moved her chair closer so that they sitting next to each other. Max felt her heart skip a beat. Caroline brought the cup to her lips and took a large sip. She made a moan that; while it was innocent in nature, made Max blush from the images now surging through her mind.

"Oh Max you got to try this!" She insisted of Max. Happy to get her mind off the butterflies in her stomach, Max lifted the cup to her mouth. The beverage was the perfect temperature was the first thing she noticed. Not hot enough to burn the tongue (which she frequently did) but not cold either, Just the right temperature. Its rich flavor was greater than what Max was use to. It certainly wasn't the 99 cent store stuff she drank.

She was overwhelmed by how good it was. It was honestly the best hot cocoa; scratch that, best drink she ever had. She put the cup, the obvious shock on her face made Caroline laugh.

"Whoa!" Max said, the flavor was still fresh on her tongue.

"Good isn't it?" Caroline asked with a playfully smug look on her face as she took another sip.

"Good? No, finding out you're not pregnant is good. This drink is AWESOME!" She smiled at her, before realizing she was looking at her for too long. She snapped her attention back to her drink. Caroline didn't seem to notice it. Her focus was drawn across; she wasn't looking at anything however. The street was particularly clear of people and cars. Max wasn't sure what Caroline was looking at, there a few art galleries with their art in the windows, she could've been looking at that but she couldn't be certain.

A silence fell between them, but it wasn't an awkward one so Max didn't feel the need to fill it. So they sat there silently taking sips of their drinks. Max saw something fall into her cup; she looked up as a reflex to see that it was snowing. Caroline was looking up too. They watched the delicate snowflakes gently waft through the frigid air. Their ornate dance as they fell had transfixed Max and Caroline.

"Wow" had escaped Caroline's lips, grabbing the attention of Max. Max started to really look at Caroline, while she was distracted. Her long neck, her long perfect golden hair, the subtle curve of her chin, her beautiful face and those big ice blue eyes that Max loved when they were on her.

"Beautiful" Max involuntarily said. The butterflies in her stomach made her clasp her mouth shut. _What the hell did you say that for, you idiot?!_ she scolded herself. She felt her cheeks burn red.

"Aren't they?" Caroline replied thinking Max was talking about the snowflakes. Max stops cursing herself, realizing she was saved. However she continued to fight back the urges to say something more. If Caroline noticed her struggle she didn't say anything about it. Caroline's gaze was still on the sky. She faced Max and started to say.

"This nice, isn't I-"

"Caroline I'm in love with you" Max shot out suddenly, unable to hold the urge back anymore.

"Wha-" Caroline wanted to ask when Max leaned forward and softly planted her lips on Caroline's. Though hesitant at first she returned the kiss, moving forward into it. Max pulled back sharply when her mind finally realized what her body was doing. Her hand covered her mouth. Tears started to well up in her eyes. Caroline still had her eyes closed and leaning forward.

"Oh God, oh God! I'm sorry, I-I just" Max started to explain to the bewildered Caroline.

"It just that I keep having these dumb dreams about you and these stupid thoughts and I co-" Max was cut off by Caroline's hand on hers, Gently holding it. She wiped away the tears that

"It's ok Max" she rectified the situation by kissing Max back. Her thin pink lips on top of Max's full red ones.

"I feel the same way about you too" she said shortly breaking their kiss, but got right back to it. Max was no longer afraid to show how she felt. She grabbed the back of Caroline's head and pulled her closer. Caroline followed her example, grasping onto the onyx locks of her roommate. Max parted her lips as her tongue slid over to Caroline's mouth. She could taste the cheap strawberry lip gloss that Caroline always wore, that with the rich hot chocolate they both drank; it made the kiss seem like she eating a delicious treat.

That was fused with a taste that Max could only call "Caroline". Their tongues met and immediately started to sweep over one another. The butterflies in Max stomach flew away and the tightness in her chest was gone. What she felt now was warmness as she and Caroline became one. _How long were they kissing?_ She didn't know but she wanted Otto last an eternity. _Were people watching them?_ She didn't care, she and Caroline were in love and that's all that matters to her.

They broke apart their passionate embrace and smiled widely at each other, chuckling softly. They pressed their foreheads together and just stared into each other's eyes for a while. Suddenly Max turned to see that in fact the whole café was watching them, she even saw a couple of guys taking pictures.

"Let's go Max" Caroline suggested. They stood up with their drinks and walked off. As they made their way to the train station, Max felt Caroline's fingers intertwine with her. A smile stretched across her face.

"So what kind of dreams were they?" Caroline suddenly asked. Max felt herself starting to blush.

"Don't be shy Max, because if they were dirty," She leaned in to whisper in her ear.

"I had a few of my own" she kissed her cheek and gave her a sultry smile.

"Well," Max still blushing.

"There was this one dream I had"

End part 2


	3. Chapter 3

2 Broke Girls: And The Cold Winter Night 

Max is a little conflicted. It was a few days since she and Caroline had kissed in front the café. She was still looking to if see anyone posted those pictures on the internet, but apparently "a blonde and brunette kissing" isn't a detailed enough search, figures though; Max had always sucked at looking for stuff. Like the words she wanted to say to Caroline to express her feelings, which she herself didn't quite understand.

On one hand; she was relieved that Caroline didn't hate her, and she was glad that she had finally got to kiss her. On the other hand; she was pretty sure that when you tell someone who you love them and kiss them in public that things were supposed to change. But they went about their work days as they normally did, well, whatever constituted as normal for them anyway. But still Max couldn't stop the nagging in her head to say something.

Their shift ended and they went home.

Max was tired, but she wasn't sleepy, she plopped down on the couch, and kicked her feet up. She didn't bother taking her coat off, with the thermostat broken and the lousy insulation in the walls, it was barely warmer in their apartment than it was outside. Caroline brought over a blanket from her bed, took off Max's boots, sat down and laid the blanket over them. Max's legs were laid on top of Caroline's.

The feeling of Caroline's cold hands on her bare feet ran shivers up Max's spine.

"So," Caroline's usual giddy voice grabbed her full attention. A smile stretched across her face as she tried and failed to tickle Max's feet. Max wasn't ticklish, that was for people with souls, is what she would tell herself. Caroline's hands moved to the top of her feet, her index finger starting to trail up her leg. It still didn't tickle but it certainly had shot a tingle up her skin. Max tried to hide the reaction it gave her.

"Tell me about this dream you told me about" Caroline said, her still cold hand resting on max's thigh. Max visibly flinched at the question,

_That was sudden_, she thought to herself. She was never that direct, or was she thinking about herself? She mixed her own traits with Caroline's more than she cared to admit. She cleared her throat and told Caroline about her dream. _Not like there's any point in hiding it now right? _She reminded herself. When she finished she was blushing so hard that she was surprised she had nay blood left in the rest of her body.

The weird thing was that Caroline was silent throughout it all, her facial expression didn't change from her "ivy league school lecture hall" look she'd get sometimes.

Caroline sat there absorbing what she had just heard, no doubt pondering the vivid sexual details of it all. Her only reaction was to raise her eyebrow.

She leaned forward, placing Max's legs between her own. The blanket fell off of them, exposing them both to the frigid air. Soon Caroline was on top of max, similar to the way she was in her dream. _You did just tell her _she told herself. Max audibly gulped, propped up on her elbows to meet the former heiress on her lap halfway.

"Wow," Caroline started. She kicked off her heels. If there a stronger word than "pounding" than that's what Max's heart was doing, it felt like it was going to leap out of her. Caroline's hands, on both sides of Max, held her up a few inches above as she looked down at Max. Her golden hair seemed to waterfall into max's own cascade of dark hair. She had a sly grin on her face, much like her own.

"That was a pretty sexy dream" she purred at max.

"You know what they say about dreams," she leaned down to her ear, whispering

"They're made to come true" her seductive words swirled around in her head as she slowly realized what was about to happen. Caroline leaned in to kiss Max as she lowered herself down onto the couch. Caroline gave her a confused, no, concerned look. Her once worth billions face hovered above Max's. Her super blonde hair went into the dark pool of max's hair, the two colors had great contrast ad their hair tangled together. Max had a tension building in her chest that froze her expression.

She had to clear it up

"If this is another dream, please just let me wake up now" she said, but not really to Caroline. That didn't keep Caroline from responding, a smile on her face.

"This is real Max," She brought her lips to a tender kiss onto Max's. Pulling back briefly to say,

"I'm here and I'm not going anywhere" she continued.

"Just needed to be sure" Max said as she rose up to meet Caroline's lips. The collision caused the tension Max had to melt in her chest from the sparks she felt from kissing Caroline. They wrapped their arms around each other, pressing their bodies together. They hungrily kissed each other, they craved the feel of the other's lips on theirs. They broke apart briefly to catch their breaths, smiling widely at each other.

They chuckled lightly at the situation. After all the jokes, hypotheticals, and observations everybody made; they were finally doing the thing that everyone said they did. It was ironic, or at least somewhat funny. Well at least they thought it was. Whatever. They tried not to think so much at the moment. They crashed their lips back together with a desire that could've only been built up from years of living together.

The blanket had become more of a nuisance and max had tossed it aside. Caroline's ice cold fingers glided over Max's back, making her shiver slightly, leaving a trail of stolen heat as they traversed to unhook max's bra.

"Wait, it's freezing in here," the cold air clutching the skin of her exposed back.

"Well, I know somewhere its warmer." Nodding her head to max's room.

Catching her drift, the two stood up and strolled towards Max's room.

They entered the room, which was a lot warmer than the living room. Caroline had pushed Max onto her bed, then laid on top of her. They started to kiss each other while undressing themselves, and each other, frantically. As soon as Max had managed to remove her top along her bra, Caroline dived her fingers into Max's underwear to tease her sopping wet entrance. Max felt that she should return the favor, slipping her hand into those tight pants Caroline always wore.

A wide smile stretched across her face as Max started rubbing her folds. The Cheshire style grin on Max's face disappeared as Caroline entered her. She moaned loudly, ceasing to pleasure Caroline as she grabbed the sheets, not that Caroline seemed to mind. She was fine with the fact that she was satisfying her big bad roommate Max, making her squirm underneath. The former billionaire enjoyed watching Max's large breasts shake as she shook side to side.

Max, desperately, tried to keep her cool; even if it was in an intimate situation such as this, she didn't want to seem like she wasn't the badass in control. Any attempt to keep that ideal alive was flushed out by the new wave of ecstasy as Caroline's thumb started encircling her clit.

"OOOOH SHII-" Max had started to say before she was cut off by Caroline's lips. She kissed her deep, effectively shushing her, but not slowing her thumb.

"We don't want Sophie and all of Brooklyn to know we're doing the nasty, do we?" Caroline pulled away from the kiss to say, whether she was actually concerned or just teasing Max was unclear.

"Oh, screw it, everybody and their mom already thought we were going at it. Might as well broadcast it." Max replied, tasking herself with shedding the last of their clothes, she shimmied off her pants, and now soaked panties, letting her see Caroline's fingers inside her. The sight alone of those two long slender digits entering her folds was powerfully arousing, almost enough to send her over the edge of an orgasm.

Almost.

"Oh wow, you're actually good at this," Max tried to keep as straight a face as possible while her best friend in the world fingered her. She felt that she should maintain her jokester trait, even in bed.

"Well to be honest with you," Caroline locked eyes with her roommate, beginning to really pump her fingers in and out of her.

"After what you said at the café, I uh- did a little research" Caroline admitted, she was embarrassed that she had to look up how to please a girl sexually, but she didn't stop thrusting her fingers though, determined to show Max how much she meant business. Max, ever the joker, said,

"Oh, a little research huh?" she moaned out the words as convincingly as she could, however it was hard to seem genuine when she was blushing and breathing heavy.

"Pornhub or Rebtube?" Max asked, flashing a quick smile before her face snapped back to the contortion of pleasure.

"Pornhub, actually." Caroline said. Max had to admit that her saying it so easily, kind of took the fun out of it. But at the same time; the idea of Caroline watching porn (for her no less), turned her on even more.

"That's how I knew you'd like this," Caroline said before she plunged a third finger into Max, hammering her clit with her thumb harder.

"OOOOHHHH SHIIIIIIIIIIT!" Max screamed out. She arched her back, shut her eyes closed, her knuckles going white as she gripped the sheets. She bucked her hips forward, trying to skewer herself on Caroline's fingers. Caroline responded by grabbing one of Max's breast with her free hand, she squeezed the soft flesh like she had wanted to for some time. She massaged the soft globe, and brought her lips to the erect nipple before her.

She sucked on, and licked the sensitive nub, making Max moan even louder. Her cries were no doubt heard by all their neighbors, since the walls provided no sound absorption or heat insulation. Not that either of them remotely cared, this was the only thing that mattered. Max could herself start to clench around Caroline's fingers, her breath hitched as the familiar warm sensation built up signaling she was close to an orgasm.

Just as she was about to go over the edge, screaming louder and louder, it stopped. Her pleasure had ultimately ceased. She opened up her eyes to see Caroline with a devilish smile on her face.

"You didn't think it'd be that easy right?" Caroline had leaned in to whisper in Max's ear. Showing off that "rich girl who gets whatever she wants" vibe.

"Let me know that you_ want_ it," Her whisper soft in Max's ear as she slowly started fingering her again, making her pleasure sprout forth again. Max moaned.

"Let me know you _need _it." her pace increased again, just enough to get her really going, but not enough to climax.

"Caroline please," Max whispered back, desperate for release.

"Let me hear who you want it from," Caroline keeping her on the razor edge of an orgasm.

"Please," Max said with a little bit more urgency.

"Let me hear who you love!" Caroline had a wicked smile on her pretty face.

"I LOVE YOU CAROLINE! NOW, PLEASE FUCK ME!" Max shouted out, begging for it.

"Alright," Caroline simply said. She started to jackhammer her fingers into Max. She gave her a deep kiss as Max screamed out in ecstasy, feeling the vibrations of her shout die in her mouth and turn into a sweet moan. Caroline wrapped her free arm around Max's hip to better angle her, lifting her up slightly. As the familiar feeling of warmth built up again Max had started breathing heavy and once again grabbed onto the sheets for, what seemed like, dear life.

The scream Max made as she finally came couldn't be described as human, and probably alerted every animal in a three block radius. Not that Max had the right state of mind to describe it, the best she could say is that it was "explosive". As she came down from her high, Caroline hovered her face above Max's. She still had that smile on her face. She waited for Max's breath to settle a bit before saying.

"See? That wasn't so hard was it?" She stuck two of her fingers in her mouth, sucking off the taste of Max, whom, couldn't help but be turned on again. Caroline stuck the third in Max's mouth. Max was shocked to find that she enjoyed her own taste.

"Ready for round two?" Caroline asked

The End

For enough reviews, I'll add ROUND TWO later


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